The Knife That Cuts the Deepest
by StormWarning27
Summary: *Formerly The Singing Vale* While exploring the Blue Mountains, Fili & Kili discover a valley filled with dark magic that longs to be set loose. Can they discover the vale's secret, or will their interference cost them their lives? Pre-movie, no slash. Rated T for violence and grisly, horrible things.
1. Prologue: The Singing Vale

A/N: Earlier today, I took a walk through the woods and was inspired to write this. This doesn't follow the same timeline of my other fic "Light & Life", and I've tried to make it as cannon as possible. It will be a multi-chapter fic that revolves around Fìli & Kìli, with possibly some Thorin on the side. This story will probably get dark and depressing at times, but nothing too bad.

This is a _very _short prologue. So, enjoy!

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South of the Blue Mountains lay a quiet wood that had safely escaped both recognition and legend. The trees had grown tall safely within a small valley in the foothills; a place that was more likely to be stumbled across on accident than found on purpose.

Those who were fortunate enough to pass through it fondly remembered it as the Singing Vale, and declared that some form of young, good magic dwelt there. It was so named for the soft, melodious maiden voices that rose in song on starry nights, and drifted through the grey trees.

Magic indeed dwelt in that valley. A magic that was born unseen and unnoticed by the world; a beautiful, innocent sort of magic that was unaware of its own power. It remained unspoiled for many years, not caring to measure time or to seek a world beyond the valley. But innocence is always lost, and can never be found again.

A shadow came—its origins unknown and its purpose unclear—and tainted the vale with its touch. It sullied the purity of the magic, and planted seeds of darkness in the hearts of the trees. Grey clouds gathered and hung low over the trees, and mist lazily drifted over the ground like a restless ghoul. The song of joy and peace was slowly chased away by the shadow, and its echoes slowly faded into nothing.

On many a stormy night, though, another song could be heard. It was borne on the dark winds; voices once fair were now fell, and their seething melody mingled with the thunder and rain and night, rending the air with their harsh cries. It was a song of hate and anguish, a clamor for blood and a promise of death.

Birds and beasts fled from the valley, for instinct drove them from the evil that had taken their home. Any living thing that ventured into the valley vanished ere the sun rose.

And so, though changed, the Singing Vale escaped recognition, its song of hatred slowly growing. Whispers lingered in the twilight forest, even in the daytime; a soft, malevolent breath that stole the strength from one's heart and the warmth from one's blood.

What was left of the good magic remained buried deep in the valley, pining for freedom and quietly waiting to hear the voice that would call it back from the edge of darkness. There was someone, it knew, who could destroy this shadow and free its home.

A change came on the wind. It gusted through the wood, stirring the leafless branches and pushing away the mist. Swift and terrible, it raced towards the center of the forest, calling for goodness to awaken.

The ancient, deep magic of the earth had heard the Vale's hopeless song and sent back an answer:

Help was coming.

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What did you think? Should I quit while I'm ahead, or do you want more? Leave a review! Reviews will feed the muse, and the muse shall smile kindly upon you all.


	2. Chapter 1: The Stranger on the Hill

**A/N: AAAAGH! I updated! Erm, so real life has been... interesting lately, and unfortunately I wasn't able to get much writing done recently. Thankfully, all that is past me now, and hopefully I will be able to update more often. On to the fic!**

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Why he and Kìli had agreed to this was quickly becoming a fascinating subject in Fìli's mind. The southern reaches of the Blue Mountains were possibly the _most _boring place they had ever had the misfortune to encounter, and the brothers discovered very quickly that slogging through loose rock and thick mud was not something they cast a favorable eye upon.

As he stumbled and slid towards the valley floor, Fìli kept up a steady litany of grievances. "'Go south,' he says, 'Go explore,' he says, 'Get out of my hair for once,' he says," Fìli muttered unhappily. "This is the last time I listen to Thorin."

Looking over his shoulder to make sure that everyone was keeping up, Fìli did a quick head count. Not that it was necessary, since there were only five of them altogether, but Fìli wanted to be thorough.

Kìli walked directly behind his brother, his dark eyes listlessly scanning the horizon. A bored Kìli was a very bad thing, Fìli knew from past experience, and he only hoped his younger brother could refrain from any mischief.

Behind Kìli walked Thalin (no relation of Balin and Dwalin) a dwarf of venerable age who had originally come from the Iron Hills, but had probably lived everywhere. He was a kindly, sensible sort of dwarf, with a long white beard and gentle, twinkling eyes. His purpose on this journey was to keep the younger dwarves (especially Kìli, Thorin had said) from getting themselves killed because of their own stupidity.

The last two dwarves were from the Blue Mountains; twin brothers Brun and Gral. Both had been miners before joining the militia, and were tall and broad, strong from their years of hard labor. Gral rarely spoke, and the only thing he seemed to enjoy was inflicting pain on creatures smaller and weaker than himself. He always carried a large hunting knife on his belt, and cleaned and cared for it meticulously. The way he coveted the knife was akin to how most dwarves coveted gold. It was a strange knife, with a handle of smooth dark wood that gleamed dully, and a bright silver blade. How it had come to Gral was a mystery.

Brun was clever, with a sharp, malicious tongue. He had taken an instant disliking to Fìli and Kìli—especially Fìli—and took delight in taunting them about their forced exile from their homeland. Fìli did not like or trust either of the brothers, but there was nothing he could do about it.

The dwarves were walking in a straight line in grim silence, exhaustion and the cold having worn away any desire to converse with each other. Fìli and Kìli were slightly ahead of the others, the other three dwarves all lagging somewhat, being older and shorter-legged.

Behind his brother, Kìli suddenly slipped on some loose rocks, and ended up on his rear in the dirt. "How do we always get volunteered for this?" Kìli asked, distastefully trying to wipe the mud off of his hand, which he had put out behind him to break his fall.

"No one else is stupid enough, I guess." The older brother commented sourly.

"Speak for yourself, Fìli." Kìli said, grinning.

Swatting the back of his brother's head, Fìli turned his gaze skyward. "Looks like it might snow soon."

"Do you think we should stop for the night?" Thalin called out, hearing the blond dwarf's last comment.

"Not yet, it won't be sunset for another couple of hours; besides, the dirt is too loose here." Fìli replied. Sharp eyes scanned the ground. "Maybe there will also be some trees ahead. We need firewood."

"Very well." Kìli said, scrambling to his feet.

Fìli hoisted his pack higher and began to trudge up the hill. Kìli followed, musing on the fact that till this point, he hadn't considered trudging a literal activity. Sure, there was jogging, trotting, ambling, and strolling, but trudging? _Oh, well, you learn something new every day._

The other dwarves fell in line once more, stoic faces revealing nothing of their thoughts. Their drab garb—which varied from stony grey to earthy brown—blended well with the dreary landscape around them. The pale grey rocks were only a shade lighter than the slick clay that coated the gradually sloping hillside.

The hill itself ended in a narrow creek bed, and a another hill rose on the other side, slightly bigger than the first hill and much steeper, dotted with large lichen-covered boulders. It had rained throughout the better part of the day and everything was still wet.

Overhead, the clouds hung low and dark, promising snow in the night. The temperature was also dropping, making the dwarves wonder why they were enduring this for _no reason_ whatsoever. Their cheeks and noses had been stained a bright pink by the sharp wind, and lips and hands alike were chapped from the cold air. They'd be fortunate indeed if none of them got sick later.

They were halfway up the next hill when the first flurries began to drift lazily from above. Kìli grinned in delight and immediately stopped to take in the sight—literally, since he flung back his head and stuck out his tongue to catch the huge flakes.

"You'd think Thorin would at _least _be smart enough not to send little dwarflings out on scouting missions, no matter how easy they may be." Brun commented, his voice loud enough to reach Fìli's ears. Brun had, in one sentence, successfully managed to insult the two people Fìli loved most.

Cheeks hot in anger, Fìli turned just in time to hold a scowling Kìli in check. "Leave it, brother. The insult wasn't enough to warrant a response." A smug look accompanied this statement.

Growling softly, Kìli turned away. As he turned though, he saw something on top of the hill in front of them. Grabbing his brother's shoulder, he pointed upwards. "Fìli, do you see that?"

All the other dwarves looked up the hill, following Kìli's pointed finger.

There was a figure standing at the top of the hill. It was tall—too tall to be a dwarf, and appeared to be dressed in rags. The lone form stood black against the pale grey sky, his clothes fluttering in the cold wind. Fear entered the dwarves' stout hearts, for the mysterious figure remained completely still and silent, and appeared to be looking down at them.

Fìli grasped his sword handle anxiously, realizing it was up to him to decide their next course of action. "Kìli, keep an arrow on him. The rest of you, be ready for an ambush, but don't draw your weapons."

Cautiously, the dwarves continued up the hill, wary eyes watching the terrain around them. When they were close enough to the man to make out his features, they realized that his haunted gaze wasn't focused on them. Instead, he stood staring into the horizon as though searching for something had not only lost, but forgotten.

"Well-met, stranger." Fìli said stiffly.

The man's eyes suddenly met his with an almost audible snap, confusion swirling in their depths. Lips parting, the stranger gasped and lost his balance, falling to his knees. Up close, the dwarves could now see that the man was emaciated, hardly more than just his bones.

"Put your bow, away, lad. That man couldn't harm a child in his condition." Thalin said quietly.

Kìli put away his bow and the dwarves moved forward, forming a semi-circle around the man, who on his knees, was still taller than all of them.

"W-who are you?" The man asked, speaking as though the words were foreign on his tongue.

"We are a party of dwarves from the Blue Mountains," Fìli responded softly, his eyes carefully gauging this odd character's reaction.

"D-dwarves?" The man said, as if unaware that such a thing existed. He clasped his trembling hands together and cowered closer to the ground. The dwarves looked at each other in utter bafflement. What was ailing this man?

"Sir,' Fìli said carefully, lest he further frighten the obviously terrified man. 'What's your name?"

The man looked at Fìli in shock, his eyes impossibly wide in his thin face. "Name?" A dreamy look came over his face and he softly murmured a single word: "Meritha." Then he shook his head vigorously, causing his long, tangled hair to flutter wildly around him. His beard was long and unkempt too, filled with sticks and leaves.

"Where did you come from?" Kìli asked curiously. The young dwarf edged forward a little to examine the man closer. What was this on his clothes? It looked like… moss? There was moss growing on the man's clothes, and in his hair and beard too. Leaning forward, Kìli's eyes grew wider as he made an even stranger discovery.

"Fìli!" He hissed, turning back towards his brother. The stranger's arm shot out suddenly and his hand closed around Kìli's wrist.

"Have you seen her? Do you know where she is? You must help me!" The man plead wildly, tugging Kìli closer. Before the dwarf could react beyond opening his mouth in alarm, Fìli had drawn his sword and leveled it at the man's throat. "Release him. _Now_."

The man looked at Fìli but didn't let go of Kìli's arm. If anything, his grip grew tighter. "I have been searching for my wife, I have been searching for my Meritha. Do you know the way?" The man's voice broke in sorrow, and his shallow breath hitched in a weak sob, but his eyes never left Fìli's.

"Release my brother, and we shall talk."

Understanding seemed to come to the man, and his grip slackened. The situation now a little more stable, Fìli sheathed his sword. "Brun, Gral, gather wood and start a fire. Our friend here is cold, and I want him to be comfortable when he tells his tale."

/

While Thalin was examining the strange man, Kìli pulled his brother to the side, his eyes wide in amazement and disbelief.

"What is it, Kìli?"

"Did you notice that there was moss growing on his clothes?" Kìli asked, his voice low and urgent.

"Yes, and in his beard and hair as well."

"That wasn't all I noticed. The moss was growing… _out_ of him. It wasn't just on him, it was a part of him." Kìli's voice reflected his disbelief and inner turmoil.

"Are you certain?" Fìli hissed, eyes darting back over to their guest.

"I'm sure of it."

Fìli tapped the handle of his sword in a staccato rhythm, mulling over this new and fascinating piece of information. Never in his life had he heard of such a thing, and he suddenly wished he had spent more time reading.

Having supplied the stranger with food and a cloak, Thalin approached the brothers with a troubled expression. "Well, Thalin, how is he?"

"Other than being half-starved? Quite fine, actually. Strange thing though; part of his left arm appears to be wood, and there's moss growing on his skin. And those leaves and twigs in his beard? They're growing there too." The old dwarf shook his head slowly. "I've traveled far and seen much, but never anything like this."

"Then let us go and hear his story, we won't learn anything from standing around and talking." Kìli interjected impatiently.

Thalin and Fìli shared an amused look. "I suppose I'm going to have to listen to you now." Fìli said, his face and tone that of an anguished martyr. Snorting softly at his brother's indignant look, the blond dwarf elbowed past him and made his way to the small fire that Brun and Gral were coaxing to life.

The stranger was staring into the fire, his eyes pools of blackness wherein tongues of fire danced merrily. He no longer looked gaunt or weak, the darkness of the night bringing him into his own. The leaves in his hair and beard made him look like some creature from lore, a wise, majestic thing peering long into the night and divining weighty secrets.

Sitting opposite him, Fìli shifted uncomfortably and looked at his brother as if to say _"Well? This was your idea." _

Kìli sat down beside his brother and glanced at their mysterious visitor nervously. The other dwarves held back, somewhat afraid of this man and his troubling condition.

"You asked for our help earlier. You mentioned your wife." Kìli began gruffly.

The man lifted his eyes slowly and examined the two dwarves in front of him in silence. One light, the other dark. The light one's hair was braided neatly, his expression mild. The other was dark, his every emotion rippling over his face with great intensity. Exact opposites, yet balanced and perfectly in tune with each other. "You are brothers," He stated at length. Brotherhood that went beyond flimsy blood-ties; these two were knit at the soul.

"Yes, I believe I mentioned that, but you still haven't answered the question." Fìli said sharply.

Raising an eyebrow, the man spoke quietly. "My name is Belain. I was a man of Gondor, till I decided to bring my family here, to the Blue Mountains." He trailed off suddenly, his words ending in a sharp gasp.

"I had forgotten them! My children, my sweet children… I can no longer see their faces or remember their names, but they dance like shadows through my mind now. And Meritha; how long have I searched for her, yet not knowing what I sought?" Belain laughed and tugged at his beard anxiously. "Forgive me. My years of solitude of addled my wits."

"And after you and your family came to the Blue Mountains, what happened then?" Kìli prodded.

Eyes narrowing in concentration, Belain began to speak slowly. "We settled for the night in a valley filled with black trees. The trees frightened Meritha and the children, but I was tired and did not want to move on.

"That night, we heard singing. It came from the forest and seemed to draw very near, though we could see no one. The voice was beautiful, enchanting. I—I lost my head and followed it—followed it into the trees." Guilt washed over his haggard face, and he raised his eyes to meet Fìli's. "My family followed me."

"The terror of that night has been lost amongst the terror of a thousand nights since, and I can no longer remember all that happened. But my family was taken from me—my family is still in that forest."

"Who took your family?" Fìli asked, his eyes boring into the man.

Sudden fear sprang into the man's face, and his eyes searched the darkness. "Those who live in the forest—_they_ took my family."

Fìli and Kìli shared a look.

"That isn't very helpful." Kìli pointed out bluntly. Shooting him a disapproving scowl, Fìli kicked him in the leg.

Belain laughed softly at their antics and shook his head. "No, it is not helpful. But it is all I can remember. My life since then has been an endless stream of darkness—I know not how long I have lived as an inhabitant of that evil place. It was my prison, but now I have escaped."

"And your family?" Fìli asked, seeing the answer in Belain's resigned eyes. "Your family is still in the forest."

"Yes, and I must go and find them."

"You can't go back in there! Your half-dead, unarmed, and lack provisions and proper clothing." Fìli protested, ever a sensible dwarf.

The stranger's knowing gaze met Fìli's incredulous one. "If it was your brother in that forest, would you go back?"

"Even if your story is true—which is questionable—going back into that forest alone is suicide." Fìli pointed out calmly, ignoring Belain's question.

"We should at least go and see if this forest exists,' Kìli piped up, 'It isn't as though we're wandering around in the mountains for an actual _reason_."

"So, you're suggesting we go find and rescue this man's family from a forest filled with dark magic because we're _bored?"_

Flushing with embarrassment, Kìli hung his head and muttered. "It isn't such a bad reason."

Belain leaned forward, eyes gleaming in anticipation. "Then you'll come with me?"

"Just to see if this forest exists." Fìli agreed reluctantly, hoping he wouldn't regret this.

Beside him, Kìli grinned in excitement. Finally something interesting was going to happen!

/

Elsewhere, shrouded in darkness deeper than night, a lone figure smiled softly to himself.

The net was spread, the trap was ready.

And his prey was coming.

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**A/N: Alright, everyone, strap yourselves in and keep your various appendages inside the vehicle, because we are in for a wild ride! (Seriously, I lie awake at night cackling fiendishly because of my own evil brilliance... not that I'm claiming to be brilliant, of course).**

**Anyway, reviews, favorites, and follows are all a huge encouragement and really fuel the fire that heats the pot in which my ideas simmer in their own juices. Or something :-/**

**Thank you for reading!**


	3. Chapter 2: Dreams and Memories

**A/N: On to the next chapter! A huge thanks to everyone who has reviewed, faved, and followed. You all deserve a basket of cookies!**

**I hope this chapter isn't boring, there is a _lot_ of dialogue. Tell me what you think!**

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When the sun dawned the next morning, sending fingers of pale, crisp light through the morning mist and turning it into a sparkling gold curtain, it revealed that a blanket of snow had been spread over the dull grey earth. Glinting like diamonds in the sun, the snow lay clean and smooth, except where the dwarves had made their camp.

They had been turned into mere bumps in the snow, and their campfire was a dark smudge of ash and embers, smoking lazily. Fìli had taken the last watch, and now sat beside the fire, building it up for breakfast.

Fìli had not slept well at all. Between the cold, the hard ground, and his own troubled dreams, he had gotten less than three hours of sleep.

A shiver of foreboding shook his sturdy frame momentarily. His dreams had been filled with shadows and a gripping, nameless dread. A malevolent force had hunted him, chasing him through his sleep, and a river of blood had carelessly wended its way through shades of darkness.

Through the blackness and fear had come a sudden flash of silver—a knife held high, dripping with blood. A voice had whispered words Fìli knew he should have understood before all was consumed by fire.

Fìli's eyes went to the knife on Gral's belt. It had been the knife in his dream.

Returning his eyes to the fire, Fìli carefully added some more kindling. Why Brun and Gral had been sent along, he did not fully understand. Was it miscommunication? Surely Thorin wouldn't have sent his nephews off into the wild with two potentially dangerous dwarves, no matter how annoyed he may have been with them.

Perhaps, then, Fìli was only overreacting. All his life, there had been dwarves—jealous of the might and riches of Erebor—who had mocked Fìli as an "Heir of Nothing"; a prince of a kingdom he had never seen.

Was it merely from old hurts that his distrust had sprung? It could be argued that Brun and Gral had done very little to be so intensely disliked, for though Brun spoke with a poisonous tongue, he had yet to disobey any orders Fìli had given him.

Gral's knife had only thus far been turned against lizards and small animals such as mice, but there was a look in his eye as he ran his thumb along the edge of his blade, a loving, gentle look gilded over with malice. Was it irrational fear alone that told Fìli that the dwarf's bloodlust would drive him to kill more than just animals?

When his brother was involved, Fìli would risk nothing. So, he had slept with one hand wrapped tightly around the hilt of a knife and one eye trained carefully on his sleeping companions. Never had he been so glad to see a sunrise.

Having built the fire up and started a pot of coffee, Fìli went to wake the others.

He woke Kìli first, mostly because that's how every day of his life had begun for as long as he could remember: wake up, and then wake his brother. Kìli had always been a heavy sleeper, and Fìli a light one, which made the older brother wonder if he had developed that ability to balance things out.

Toeing his brother's shoulder, Fìli smiled at the scowl that met him. Sleep-scowling was something that Kìli was naturally talented at, and he had honed his craft as the years went by.

Finally, dark eyes opened and surveyed the bright world around them in utter distaste. Ducking back under the covers, Kìli mumbled something about "the hideous light", and wishing that "older brothers had never been invented" along with some colorful ancient dwarvish.

Smile growing bigger, Fìli leaned over and whispered threateningly, "Get up, little brother, or I'll make sure that some of this lovely, _cold_ snow finds its way down the back of your shirt."

The covers twitched back, revealing Kìli's irate, yet slightly unsure face. "You wouldn't."

"Wouldn't I?" Fìli asked sweetly.

With a huff, the younger dwarf sat up and threw his blankets off, crossing his arms over his chest and glaring at his brother. Shoulders hunched against the cold, and dark hair sticking out all over the place, Kìli made quite a comical picture.

"Stop laughing at me." Kìli pouted.

Fìli just threw back his head and laughed louder. "Get up and wake the others, I'm going to finish breakfast."

Still muttering and sending his brother dark looks, Kìli began to rise, still rubbing the sleep from his eyes.

"Oh, and brother?"

Kìli stopped and looked at Fìli expectantly. "What?"

"You should do something with your hair first, Belain has never seen you first thing in the morning, and you wouldn't want to frighten him."

A handful of snow narrowly missed Fìli's laughing face.

As Fìli went back to making breakfast, Kìli stood up and stretched, arching his back and raising his arms above his head. Despite Fìli's seeming good humor, Kìli thought he detected a certain unrest in his brother's eyes. He certainly didn't look like he'd slept much.

Scrubbing a hand through his hair, the young dwarf made his way over to Thalin. Fìli had always seemed to think it his duty to mask his true thoughts and feelings with wry humor and almost unfailing patience. Perhaps because Kìli was impatient and didn't believe in hiding his feelings. Everything that one was, the other was not, it seemed.

Thalin woke easily and smiled at Kìli obligingly as soon as his eyes opened. How the old dwarf did it, Kìli did not know. To be cheerful in the morning seemed an impossible thing.

Next, Kìli went to wake Brun. He didn't like either of the brothers, but didn't want to tell Fìli, for fear he would be accused of being a child. But the pair of them made him very uneasy, especially Gral, who would go for days without speaking. He would never admit that the silent dwarf scared him, though. His pride wouldn't allow it.

"Wake your brother, Brun. Breakfast is almost ready." Kìli said gruffly, not bothering to hide his distaste for this particular dwarf.

"My, aren't you in a mood, little one." Brun observed languidly.

Bristling, Kìli clamped his mouth shut and started to rise. _If Fìli can ignore him, so can I. _

"Your brother's a fool, you know."

Kìli stopped and looked down at Brun, who was now watching the younger dwarf with a smirk. Cursing himself, Kìli took the bait. "What are you talking about?"

"Listening to that madman, running off to find some nonexistent scrub-patch." Brun tilted his head to the side, his expression becoming thoughtful. "Though, I seem to recall that _you _were more anxious to go on this wild goose chase. If that's true, then Fìli is stupider than I thought, for he not only listens to madmen, but he is swayed by the council of children."

Whatever retort Kìli was going to use died on his tongue when Fìli's sharp voice interrupted him. "Wake Belain now, Kìli, the food is ready."

Swallowing the painful lump in his throat, Kìli turned and walked away. "That's right, little one, do what your big brother tells you." Brun called out softly, mocking humor clinging to his tone.

The other dwarves all started to help themselves to the plain breakfast as Kìli leaned over Belain. The man's expression was slack, and in the morning light there was a greyish green cast to his face that Kìli hadn't noticed before.

Before Kìli could touch him, the man's eyes opened and fastened on the dwarf's face, studying him. Dark green eyes assessed Kìli's every feature carefully, making the young dwarf squirm in embarrassment. The man's grip had left a circle of dark bruises around Kìli's wrist, and he rubbed them absently.

Breaking from his reverie, Belain reached out and rested a hand on Kìli's shoulder tentatively, and then smiled at the young dwarf.

"I'm glad to know you're real, Master Kìli."

If Kìli considered that an odd way to say 'Good Morning' he said nothing of it. "I wish my uncle felt the same way." Kìli replied, grinning easily. "How far is the forest from here?"

"Not far. Your group might've stumbled across it on your own, in fact." Belain sniffed the breeze appreciatively. "You don't know how long it's been since I've eaten real food."

"Come then, before Fìli eats it all."

"I heard that!" Fìli said, heaving a snow ball in his brother's direction. His did not miss its intended target.

After breakfast had been eaten and the camp cleaned up, the small band set off again, walking in the same order they had the day before. Their course was unaltered, for Belain said that the forest lay in a valley that was a mere two hills distant. Walking beside Fìli, Belain questioned him about dwarves and their ways.

"I never met many dwarves before, and I don't think I ever had proper opportunity to talk to any of them."

"You haven't missed much, I suppose. Dwarves usually only talk about things dwarves are interested in." Kìli piped up, moving on the other side of Belain. "Gold, mining, and mountains. That's what dwarves talk about."

"And what about you, what are you interested in?" Belain asked, looking down at the dark-haired dwarf.

"Oh, him? He walks around with his head in the clouds all day, dreaming of adventure and far away lands. Something as solid as gold doesn't interest him in the least." Fìli teased.

"Yes, and what about you? You're feet have never been planted very deeply…"

"At least I was never reprimanded, _in public_, by Uncle for being immature…"

Belain's head whipped back and forth as he struggled to keep up with the fast-paced argument. Finally, Fìli noticed the look of dazed confusion on the man's face and stopped mid-sentence.

"I'm sorry, we didn't mean to argue. It just… seems to happen." The brothers shared a knowing look, something between a grimace and a smirk, and Belain nodded, his eyes becoming misty.

"My children, I—I think they used to argue." Brow furrowed in thought, Belain struggled to grasp at his elusive memories. A dark, impenetrable veil hung between his conscious and his memories, allowing him to only see the outlines of them.

The veil was rent suddenly, and Belain was allowed to peer through. "There was a boy, a little boy, and a girl… she was older. And a baby. They all had dark hair, like their mother."

"Can you remember their names?" Kìli asked softly.

Struggling to capture more of the memory, Belain's hand's began to shake slightly. Finally, he shook his head, tears springing to his eyes. "I cannot remember their names."

Gripping the man's arm, Fìli pulled him to a stop gently. "You are weak, you need to rest."

Relying on the dwarves guidance, Belain sank down onto a rock, gasping for air. His breath rattled in his throat and became a wet cough that shook his thin frame violently.

Thalin popped up immediately, water skin in hand. Fìli helped the older dwarf get some of the water into Belain, then turned to his brother. "Why don't you scout ahead? If Belain's right, the valley should be just over that hill."

Since starting out that morning, they had made it over the first hill, and were now at the bottom of the next valley. The hill they had yet to cross was the tallest and steepest, and was dotted with small bushes and stunted trees poking up through the snow.

Straightening his sword belt, Kìli shot his brother an annoyed look and started up the hill. Fìli watched his progress for a moment before turning to consult with Thalin.

"Is he going to be alright?" Fìli asked, nodding towards Belain, who had finally stopped coughing.

"Aye, I think so. But he's spent years without food or proper care. He'll never really recover." Thalin said sadly. He had witnessed such things before; people who spent too much of their lives starving were never the same, their bodies permanently weakened.

Looking around, Belain wiped the moisture from his eyes and frowned. "Where did the lad go?"

"I sent Kìli on ahead to do some scouting. Do you feel well enough to keep going?"

"A moment more, Master Dwarf, and I shall be ready." Belain said breathlessly, attempting to smile. Fìli merely nodded and passed the time by glancing up and down the trail. He purposely avoided looking at Brun, for he knew the other dwarf's gaze was upon him, a silent taunt that Fìli refused to answer.

"I am sorry for… burdening you with my problems." Belain said carefully. "This isn't your concern, and in your place I might have hesitated to help a stranger with such a wild tale.

"Perhaps you should go back and leave me to—"

"No, Belain, if your family is in that forest, we shall find them."

Belain studied the young dwarf's earnest face for a moment, measuring and weighing what he saw there. Untested youth and inexperience were overshadowed by grim determination. Whatever the task, Fìli would see it done.

"And what of your brother? Are you willing to risk his life for the lives of strangers?"

Fìli raised an eyebrow. "Yesterday, you used Kìli as a reason to go, now you use him as a reason to stay?"

"The things I have remembered about my children have changed my view somewhat." Belain admitted reluctantly. "The forest was a shadow that choked my reason and clouded my judgment. Here, in the light of day, things have begun to return to their proper place. I see clearly now, Master Dwarf, whereas before I did not."

Doubt crept its way into Fìli's mind, and he found himself reconsidering his decision. "How long were you in the forest?"

"I cannot say. It felt like an eternity that lasted mere seconds. As to which it was? Who knows." Belain fingered his clothes. "My clothes are still in one piece, though. That might mean something."

"And your arm?" Fìli asked quietly, eyes flicking towards the nearly wooden appendage.

Belain held it up between them, a strange look lighting his dark eyes. "The forest will take what it claims as its own."

Before Fìli could marshal his thoughts and respond properly to this cryptic statement, Kìli's voice drifted down from the top of the hill, declaring that there was indeed a forest in the valley below, and urging his brother to hurry up the hill.

"We're coming, Kìli, be patient!" Fìli shouted back. "It looks as though your rest is over, Belain."

"It matters not, if the forest is so near."

The small group resumed their steady march, tirelessly slogging through the snow towards the top of the hill. At the top, Kìli impatiently paced back and forth, and occasionally yelled down encouragement towards his companions, hoping to inspire them to greater speeds.

As they worked their way up the hill, Belain's expression became increasingly strained, the crazed look on his face that he had worn at their first meeting slowly creeping back.

"Are you sure you can do this?" Fìli asked without stopping.

"Yes, yes. I can do this. I can do this for Meritha." Belain replied, his eyes not leaving the top of the hill.

At long last, they joined Kìli at the peak. Wordlessly, Kìli pointed down into the valley stretched out below them a slight look of dismay on his face. Fìli quickly looked , wondering what could have put that expression on his brother's face.

The hill sloped gently, smooth and bare, until it flattened out into a long, wide valley. Trees grew thickly on the even ground, the darkness of their trunks and branches stark against the snow. The sky above the forest was dark, almost black, like a shadow hung in the sky.

Peering deep into the forest, Fìli noticed what had caused his brother's concern. The trees were dark and leafless, as they should be in the winter, but not _this_ dark. Even without the backdrop of winter snow, the trees would have been black as pitch; and, Fìli noticed, not a single one grew straight or tall. It seemed as though a giant hand had wrung and twisted the trees, pulling them towards the ground.

The ground itself was a black, muddy mess, barren of the leaves that should have fallen in season's past, and there was little to no undergrowth between the trees. The entire forest seemed devoid of life.

And they were going in there. Suddenly, Fìli understood Kìli's dismay.

"We shouldn't go in there." Brun said, uttering the most sensible thing he'd ever said. To his chagrin, Fìli agreed with him.

This forest was evil; a dark evil that permeated the world around it, its shadow touching and tainting everything near. Even the sky above was not untouched. The sooner they left, the better.

As if reading his thoughts, Belain grabbed Fìli's arm, his fingers digging sharply into the dwarf's flesh. "Faithless creature! Would you turn back now, and leave my family to die?" Panic and anger poured out of the man's words, shaking Fìli to his core.

Before him stood a man possessed by a single, all-consuming goal: to see his family safe. How could Fìli deny him that chance?

"Thalin, Kìli, you will stay here. Brun and Gral shall go with Belain and I into the forest."

Kìli was quick to protest this unexpected turn of events. "You can't do this! I'm not a child that needs protecting. I'm just as much a warrior as you are!"

"We need someone to stay outside the forest to go for help if something happens to us. You're the fastest here, so you're the best choice." Fìli explained patiently.

Kìli would have none of it. "Fìli, you're only doing this because I'm your brother. If I wasn't, would you feel differently?"

"But you _are_ my brother, and you _are _staying. And, since we're asking hypothetical questions, what if _I _wasn't your brother; would you still disobey my direct orders?"

Eyes black with fury, Kìli turned away. Fìli didn't want to leave while their argument still stained the air between them, but he had no choice.

"Thalin,' Fìli said quietly, 'Make sure he doesn't try to follow us."

"Shall I also bind the wind and bottle the sea while I'm at it?"

"Just do your best." Fìli replied, clapping the old dwarf on the shoulder. He looked at his brother and hesitated. "If we're not back by dark, go and tell Uncle."

He was met by stony silence.

"Will you not say good-bye to me, brother?"

Kìli turned a dark gaze on his older brother. "Leaving me behind is the stupidest thing you've ever done."

"This trip has been one long string of continuous stupidity."

This coaxed a smile from Kìli and he jumped and threw his arms around his brother, not caring if Brun thought him a child. "I'm sorry brother, I almost let the last thing I ever said to be words of anger. Be careful."

"I will, and I wish you were coming with me."

"I know."

Separating did not sit well with either brother, but they did so nonetheless. One reluctantly marching towards darkness and evil, the other waiting unhappily on the peak of a hill.

As he walked away, Fìli glanced once more at his brother, remembering his dreams from the night before. With every fiber of his being, Fìli would ensure that no harm would befall Kìli, even if it meant leaving his brother behind.

Thalin patted Kìli comfortingly on the shoulder. "It'll be alright, lad, you'll see."

Kìli noticed the growing distance between himself and his brother and felt fear rising slowly in his breast, drowning him in waves of despair. Nothing good would come of this separation, nothing good could ever come from there being such a great distance between them.

"I wish I could believe you, Thalin. I wish I could believe you."

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**A/N: Oh noes! Why haz they separated?! Don't do it, you silly dwarves!**

**Anyway, couple of things I forgot to point out earlier. In this story, the boys are about 23 & 18, and their mother is still alive.**

**Also, I don't know how long this story will be, but the action will start in the next chapter and won't let up until the very end. I've changed the story from Suspense/Fantasy to Suspense/Horror, because some pretty horrible things are going to happen, lol. I imagine the rating will still stay T though.**

**Please review!**


	4. Chapter 3: Into the Forest

**A/N: Welcome back, everybody! So, stuff happens in this chapter, I guess you could say some of it might be scary. Also, this is my first action sequence so tell me what you think of it.**

**Important announcement: I'm changing the name of the story! Now that I have the plot figured out more, I have come up with more fitting title. This story shall now be called "The Knife That Cuts the Deepest" because that knife of Gral's, y'know, the creepy one? It's gonna be really important to the plot. *cackles fiendishly***

**And yes, I got the title from Talia's awesome speech from "The Dark Knight Rise's". Sue me.**

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It was a bad business all around.

Fìli stared long into the gaping maw of the forest and tried not to sigh in aggravation. He didn't want to enter this cursed place, he didn't want his only company to be two possibly bloodthirsty dwarves and one assuredly insane man, and most of all, he didn't want to leave his brother behind.

But this entire trip had been fraught with trials. The only thing that kept Fìli going was the authoritative voice that screamed _"Be logical!"_ from the dark recesses of his mind. So, obeying the voice (which sounded suspiciously like Thorin and therefore was _very _hard to ignore), Fìli tried to make the most logical decisions possible.

Leaving Kìli behind was logical, he knew, because Kìli was young and inexperienced and somehow always ended up in the worst kind of trouble. Of course it had _nothing _to do with the fact that Fìli desperately wanted to keep his little brother out of trouble. Taking Brun and Gral with him was logical because the last thing he wanted to do was leave them with his brother. Thalin couldn't go into the forest because he had to stay with Kìli and make sure the youngster did not do something foolish. And Belain… well, logic did not apply to Belain.

It truly was a bad business, and Fìli cursed whatever rotten luck had brought them to this.

Realizing that he had been staring into the forest for far too long, Fìli stirred himself and stepped forward, the shadow of the forest taking him in a cool embrace. Beside him, Belain surged unhesitant into the gloom, his eyes steely. Brun and Gral followed reluctantly, eyes darting about warily.

Into the forest they plunged, deeper and deeper into the suffocating darkness.

Once they were amongst the trees, the air seemed changed. It was still, lying heavy around them like a dead thing. Overhead, the branches met and tangled together, forming a black roof that let in no light. There were none of the usual smells and sounds of a forest; instead there was only silence, and the cloying, metallic taste of blood in the air.

A drop of cold liquid landed on Fìli's forehead and slid down the side of his face, so cold it seemed to burn his skin. Wiping it away with the back of his hand, the dwarf stopped to examine what had dripped on his face.

It was green, so dark it was almost black, and there were darker flakes in it. Fìli approached the nearest tree, searching for the source of this strange green juice. It was then he noticed the long gashes that marred the trunks of most of the trees. As though long claws had slashed through the black bark and revealed dull grey flesh underneath.

Leaning forward, fingers lightly investigating one of the wounds, Fìli discovered that a dry, black substance was caked around it. Scraping some of it away caused some of the green liquid to ooze forth, and the coppery smell of blood grew stronger.

Alarmed, Fìli stepped back, squinting into the murky canopy above. The branches were twisted together like hands wrung in mourning, and the thick green liquid slowly trickled down the gnarled limbs.

The trees were bleeding.

Wiping the strange green tree-blood off of his hand in disgust, Fìli turned to Belain. "Which way? Where is your family?"

Belain looked down at him curiously. "You speak as though there is a road we can follow, Master Dwarf. There are no roads here; the forest will set you on the path it means for you to walk."

"Then we will find only what it wants us to find." Fìli said, thinking out loud. The uncertainty that had been haunting him all day now struck full force, and he realized now more than ever how very dreadful his decision to come here had been.

Belain, he realized, seemed very calm. The man was at peace now, lacking the frantic, driving energy that had consumed him before.

"I must ask you, Belain, does your family truly live?"

Kneeling before the young dwarf, Belain's gaunt features were softened by a kind, fatherly smile. "How do you know your brother lives, Fìli? When the night is blackest and you cannot see, how do you know that he is still beside you? When there is clamor and chaos that drowns his voice, how do you know that he still speaks?"

Belain rested a hand above Fìli's heart, and then raised it to the dwarf's forehead. "You know he lives because the blackness of the world cannot touch your heart, not while he is there. No shadows will plague your thoughts, and nothing could truly break you. You have a bond with him, an unbreakable chain between your souls that stands strong, no matter the distance.

"That, Master Dwarf, is how I know my family lives."

Fìli could not deny the truth of Belain's words, nor could he refute the conviction in the man's eyes. Belain had survived this wretched place somehow; something had driven him to persevere in the face of overwhelming evil. It was his love for his family, Fìli knew.

It was the only logical answer.

A smile broke out on the dwarf's face for a moment.

And then the world exploded into screams.

/

Kìli hated feeling bored and left out and useless. People were always sheltering him; telling him what was best for him, and what he should and shouldn't do, and fretting that he would hurt himself.

Every time he protested, reminding everyone that he was no longer a little dwarfling that needed someone to hold his hand and make sure he behaved, they all laughed. Mother, Thorin, Balin, even Fìli! By their account, he couldn't do anything right!

He couldn't believe this latest nonsense from Fìli. Leaving him behind and going into the forest alone with Brun and Gral? Definitely not one of Big Brother's better ideas. Somehow they always found a way to exclude him from the fun, it was like some sort of giant conspiracy…

Kìli huffed and began to pace, grimacing at the forest below him. "They should be back by now."

"Relax, laddie, they've only been gone two hours." Thalin replied calmly, puffing nonchalantly on his pipe. After the other dwarves had been lost to sight, Thalin had found himself a comfortable boulder to sit on and hadn't budged since.

Shooting the older dwarf a disagreeable look, Kìli continued pacing.

Ever since his brother had vanished into the trees, Kìli hadn't stopped moving. The snow all around them was riddled with trails he had walked again and again.

A lone bird wheeling silently across the sky caught Kìli's gaze and he glanced upwards, sharp eyes marking its flight. A gust of wind trailed invisible fingers through his dark hair, sending a few stray strands drifting lazily across his face. Trapped by wind and sky, time slowed for a moment, the world too silent to truly be moving.

An airy whisper cut the air like a knife and Kìli shivered, for he could feel the breath of an invisible creature cold upon his neck. The voice was incredibly near, an intimate breath from lips held close to his ear. Its words were so many that they were lost, and meant as much as the babbling of a brook.

With a gasp of surprise, Kìli turned to see nothing but empty space beside him. The voice faded with a weary laugh, a sound akin to leaves rattling in the winter wind. Turning caused his focus to land on the forest's edge, and there he saw a woman standing.

Clothes made of moss and leaves, she stood barefoot in the snow and shivered. Mud caked her arms and legs and clotted in her hair, and the last remains of a cloak were wrapped around her shoulders. Her hair was black against the pale of her skin, and her eyes were sunk deep into her skull. She leaned heavily upon a stick, the end of which had been fashioned into a sharp point.

"Meritha." Kìli breathed softly. "Thalin!" Without waiting for the older dwarf to respond, Kìli plunged down the hill, carelessly sliding through the snow till he reached the bottom.

The woman regarded him in cold silence, her glittering eyes watching him without feeling at all. Standing before her, Kìli suddenly felt unsure of himself. Was this Meritha? Where were the children?

"Meritha?" The young dwarf finally asked.

"I was called that once." The woman said without inflection.

"Belain was your husband—"

"Have you seen him?" Meritha asked, stepping forward slowly.

"He's in the forest, looking for you."

The tall woman hesitated, looking back into the trees. "Belain died many years ago." Sorrow both deep and angry colored Meritha's voice, and when she turned back to Kìli, her eyes were red with unshed tears.

Sudden panic overwhelmed the dwarf and he jumped forward and grabbed her hand. "Then who led my brother into that forest?"

"Arahaelon. It was he who brought darkness to the vale over a thousand years ago. Long has he practiced the art of assuming many different forms, and he will often lure others into the forest with stories of loved ones who remain lost and in need of aid."

Horror clutched Kìli's heart and held it fast, and he felt he could barely breath. Thalin had only just arrived, and was eying the woman suspiciously.

"How do I know that you aren't Arahaelon?" Kìli asked, finally finding his voice.

"You don't." Meritha replied with a mirthless smile.

"Thalin, we have to find Fìli and tell him of this. He doesn't know about any of this, and it's already been so long—"

"Easy, lad, let's ask the lady here a few more questions before we go plunging in headfirst into a mess that we don't understand." The older dwarf straightened himself and examined critically, sifting through his thoughts for the question he should ask first.

"Why have you only come out of the forest now?"

Meritha pursed her lips. "I was a prisoner here for years longer than I can count. When I was finally free, there was nothing in the world for me, so I stayed. I have learned to survive here, it is the only life I know."

"Will you take me to find my brother?" Kìli asked.

The woman considered the thought for a moment. "No." She replied at last.

"Please!" Kìli asked, grabbing her hand.

Meritha stared down at the dwarven hand that had captured her own, her face twisted in anger. "Your brother is lost to you, dwarf, go home. You should consider yourself lucky to be alive." Turning around to re-enter the forest, she found her path blocked by a furious, seething Kìli.

"You have learned to survive in that cursed place, so you _will _help me find Fìli so I can warn him. If you don't wish to help me, then I shall go into the forest alone."

Meritha's eyes glittered dangerously. "I shall take you into the forest, but if you find that you cannot leave, do not complain."

Without further ceremony, Meritha stepped around the obstinate dwarf in her way and entered the forest. Kìli smiled happily and followed, impatiently motioning for Thalin to hurry. Thalin grumbled a bit and jogged to keep up, wishing that they weren't rushing towards certain death quite so _quickly_.

Also, trusting someone who freely admitted that they were untrustworthy—indeed trusting them _because _of said admission—seemed backwards logic to Thalin; but he was an old dwarf and did not understand the younger generation.

Kìli's head whipped back and forth as he tried to take in as much of the forest as possible. The sights and smells of it were sickening, and when he examined the ground, he was surprised to find that no leaves were mixed with the mud. The trees here did not grow leaves, yet they were still alive. How was this possible?

"The trees don't grow anymore, do they?" Kìli asked.

"Not in the time that I've been here." Meritha said off-handedly, without stopping or turning. The woman's long stride quickened, and Kìli had to trot to keep up with her.

Around them, the trees seemed to gather close without hardly any gaps between them. The mist hung low and heavy, and Kìli was almost sure that he saw dark figures flitting silently through the dim wood.

Without warning, Meritha stopped and changed her grip on the spear, her stance becoming defensive. Kìli drew his sword and Thalin brandished his axe with the expertise of years.

"What is it?" Kìli asked, searching the gloom.

"Bear." Meritha responded tersely. Kìli stepped from behind the woman and caught sight of the creature that now blocked their path.

It was indeed a bear, or had been at one time. Larger than the average bear, it towered over the dwarves even though it stood on all four legs. Dark brown fur grew long and thick in some places, but in others both hair and skin had been torn away, revealing rotting flesh underneath. One eye socket was empty and the bear's lips had been ripped off, forever baring its teeth in a gruesome smile.

"Mahal save us." Thalin murmured softly.

Catching their scent, the bear's razor like teeth parted and a roar rent the air. With no further warning, it charged, its long curved claws dripping with muck. There was no fear in this beast, only hate and rage blazed in its one eye.

Meritha met it without hesitation, falling to one knee and thrusting the spear upwards through the bear's chest. Unfazed, the creature pushed forward causing the spear to sink deeper. Kìli jumped forward, plunging his sword into the animal's side.

With a deep growl, the bear turned its gaze on the young dwarf, its eye dull and dead. Moving faster than Kìli had anticipated, the bear's head shot forward and its teeth closed around his arm. Writhing in agony, Kìli tried to pull his sword from the bear but found that he could not. The bear tightened its grip, and Kìli gasped in pain as its teeth went deeper into his arm and scraped against the bone.

With a shout of anger, Thalin brought his axe down on the beast's skull repeatedly, causing it to release its hold. Meritha had removed her spear and drove it deep into the bear's neck, pushing with all her might until the sharp point came out the other side.

The bear stumbled backwards, snarling quietly. Hands still tightly clutching her spear, Meritha was ripped from her feet and dragged through the mud. Kìli lunged forward and grabbed the hilt of his sword, pulling it out with a wet, slurping sound.

"You must behead it, that is the only thing that will bring it down!" Meritha shouted, clambering back to her feet.

The two dwarves jumped forward, sword and axe together raining a blinding flurry of blows upon the back of the bear's neck. With a snap and the sound of tearing flesh, the creature's head came off and landed in the mud with a subdued splash.

All was silent again.

Kìli had forgotten about his injured arm until Thalin was there, gently examining the bloody limb. Looking impassively down at the torn flesh, Kìli realized that he must be in shock for he could hardly feel the pain.

Ripping her spear from the dead animal, Meritha smirked mockingly at the young dwarf. "Do you still wish to find your brother?"

"More than ever." Kìli replied staunchly.

"Wait, lad, this arm needs tending. These cuts go straight to the bone." Thalin pointed out sternly.

"No, we cannot linger here. Others will be drawn to this place." Meritha said, already forging ahead. "If you cannot keep up, then you will be left behind."

Sheathing his sword, Kìli cradled his arm close to his chest. "I'll be fine, Thalin. I won't be able to use my bow, but I can handle my sword fine."

Thalin took in the younger dwarf's ashen features and stunned expression with an expression of barely concealed pity, but when he spoke, his words were for their guide. "We shall linger here long enough for me to bandage this arm, lass. I'll not have the boy bleeding out as we walk."

With an aggrieved sigh, Meritha leaned on her spear. "Very well, dwarf, but do so quickly."

Ripping off the cleanest part of his cloak, Thalin wrapped it around the wound as carefully as he could. "There, that'll hold for now." He pronounced, tying it off.

Meritha snorted and set off briskly the dwarves struggling to keep pace with her.

Kìli wondered how far away the night was, for he could not judge time in this perpetual gloom. This day had gone from bad to worse, and it wasn't going to get better until he found his brother.

/

The pain was never-ending. It sank long claws into his brain, and tore through his heart. The ice was freezing him from the inside out, and the fire was burning him from the outside in. Where they met there was a thin line of agony so intense that Fìli could neither move nor speak. He had collapsed, arms wrapping around himself protectively, bones threatening to break his grip was so tight.

Then, like shadows in the face of the sun, the pain vanished.

Shaking, Fìli struggled to raise himself. Brun, Gral, and Belain all rose as well, their faces glistening with sweat. Blood slowly leaked from their ears, and Fìli reached up and touched the side of his head. His fingers came away with a red stain.

"What was that?" Brun asked. Gral's hand had reflexively strayed to his knife.

"The ravens. We must flee." Belain said, rising quickly.

The dwarves were slow to follow his example, muscles and bones aching from stress. "How can we flee from… that?" Fìli asked breathlessly. A fire still burned merrily in his lungs, and he feared that he had broken a rib.

Eyes quickly scanning the nearby area, Belain located a patch of moss growing on a rotting log and tore it off. "Stuff your ears with this, it's very dense." He handed out small pieces of moss to each of the three dwarves before stuffing some of it in his own ears.

The fluttering of wings coming from the trees above turned the gazes of the dwarves upwards. Like shards of darkness the ravens descended, shrieking at their foe. The sound was deadened now, but it still cut through Fìli's skull.

Sword flashing, he cut through the first few birds. They flocked around him eagerly, long sharp beaks snapping at his face. The birds were thick around him and all he could see was black feathers.

Brun and Gral had their axes in hand and chopped and hacked at the living cloud around them. The birds attacked with feverish intensity, and would keep coming no matter what injuries they sustained.

Through the confusion, the dwarves heard Belain's voice. "Hurry, we must run!"

Following his voice, the dwarves plunged through the ravens and ran blindly, weapons still slicing through the air.

Suddenly they were in the clear. Belain hastened away and the dwarves followed without hesitation. Where he led them, they cared not, as long as they left the ravens far behind.

It seemed an age before they finally left the sound of flapping wings behind them, but at last their angry shrieking faded into the silence.

The dwarves all collapsed, breath heaving painfully. Fìli noted that the valley had grown darker and sheathed his word with great effort. Belain was standing to the side, watching the gloom carefully.

"What is it?" Fìli asked. "Are the ravens returning?"

Eyes black, Belain turned and faced the young dwarf. "Night has fallen."

Before Fìli could ask Belain what that meant, he heard it.

Rising from the darkness all around, it wavered weakly in the still air before it built in power and crashed to the earth and shattered into a thousand inhuman voices.

The forest had begun to sing.

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**A/N: Well, how about that. Review?**


	5. Chapter 4: Nightfall

**A/N: I am soooo sorry it took so long to get this chapter posted. Writer's block and and Real Life joined together in an unholy alliance and I was hard-pressed to overcome them. But, I finally did and here's the chapter. It isn't as good as I wanted it to be, but I hope it isn't a disappointment.**

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It began as a single voice that wavered softly and gently in the air; a high, ethereal song that was barely more than a wisp of sound. Slowly it faded into the darkness, burying itself in silence. As the last echo died, a hundred other voices swelled into song, weaving a melody of indescribable sorrow and beauty.

The song held those who listened in a light grasp, enchanting them with its melancholic chorus. The voices fell away into a sudden decrescendo, and the forest was utterly still once more. Every breath seemed too loud, every heartbeat throbbed heavily in the dark. The moment of waiting stretched longer and longer, until it ended in a sharp gasp.

The lone voice rose again, this time rending the air with its power. It sang faster, louder, and the rest of the singers joined in, their song a chaotic harmony that tangled over itself yet still remained beautiful. Gone was the gentle enchantment, in its place a forceful hatred that was filled with pain.

A steady chanting began, the sound of which was a like a drum beating deep in the earth. The air itself seemed to shake under its power, and the earth vibrated under foot. The two songs mixed together, sorrow, anger, hatred and fear tearing through the trees like a tempest.

Kili's chest ached from the volume of it, and his ears were ringing. The song was all around, incredibly close yet seeming very distant. The wound on his arm seemed to throb in time with the music, if it could be called that.

"Hurry, we must get to safety!" Meritha shouted, her voice barely rising above the cacophonous song around them. She grabbed Kili's shoulder, her long fingers twisting in his tunic, and began dragging him through the forest. Behind them, Thalin struggled to keep pace with the woman's frantic beeline.

As Kili tripped and stumbled behind Meritha, he caught sight of shapes through the trees. They were shadowed and indistinct, but the form of them was very human-like. The strange beings rose from the trunks of the trees like smoke, a strange dark glow surrounding their slim bodies.

"Keep moving!" Meritha jerked him sharply, almost causing him to fall. Thalin grabbed his arm and steadied him, giving him a sympathetic look.

The path they followed slowly became choked with underbrush. Long, thorny vines reached out clawed hands and tore at them, ripping clothes and flesh. Meritha pushed on, heedless of the thorns cutting her arms and legs. The dwarves were more protected by their thick winter clothing, but even they gasped at the pain.

Ahead, Kili could see a small opening where no trees grew. It was circled by a wall of tangled vines and at the center was a humble shack. The small dwelling appeared on the verge of collapse, and had been built from materials found in the wood. It almost appeared to have been something that grew from the ground itself

As soon as they had fought their way into the clearing, Meritha released her hold on him and began giving orders. "Quick, we must start the fires!" Grabbing two blackened rocks, Meritha kneeled on the ground next to a small unlit campfire and began to scrape them together vigorously. Bewildered, the two dwarves looked around, trying to figure out what fires she was talking about.

Just inside the wall of brush, small piles of wood had been arranged, dotting the ground all around the circle. The ground beneath the kindling was ashy from the fires that had been lit there in the past.

Once Meritha had lit the first fire, she gathered a few flaming sticks and handed them out like torches. "Go and light the other fires, they will keep the creatures out."

Without any questions or further hesitation, Kili and Thalin set about lighting the fires as quickly as they could. Soon, the fires were all blazing, causing the shadows of the forest to dance eerily. In the glow, the shapes continued to flit about and their song filled the night. None came near the light though, and some of the tension in Kili's chest eased somewhat.

White-faced and trembling, he turned towards Meritha. The bandages around his arm were soaked with blood, and the scratches from the thorns bled freely. Thalin tried to get him to sit so he could re-bandage his arm, but Kili refused. Right now, he felt nothing, neither cold nor pain could touch him now. Not when Fili was in danger. "Give me a torch, I need to find my brother."

Meritha sat back on her heels, her dark eyes narrowing disdainfully. "Foolish child, why do you persist in this madness? You cannot help your brother, not once night has taken the forest. Night belongs to them, and a single torch would not be enough to stop them. They would tear you apart and feast on your flesh."

Kili felt anger stir inside him. Did this woman understand nothing? How could she expect him to stay here, safe, while Fili was out there? "Fili wouldn't abandon me, and I won't abandon him!"

"Your brother wouldn't want you to throw your life away!" Meritha surged to her feet, using her height to intimidate the young dwarf. "In the morning, I'm taking you back out of the forest. I never should have brought you here."

But Kili was not intimidated in the least. "You will not! What is it to you if I die?" Expression softening, he stepped forward and looked up at her hopefully. "Belain—or Arahaelon—said that you had children once, is that true?"

The woman took a step back, her fists clenching at her sides. "Do not speak to me of my children! You know nothing about them, and you know nothing about me." Meritha sat back down, leaning against the side of her house. Relentless, Kili came and kneeled in front of her, sitting back on his heels. Her face was stony, expressionless; her eyes a black void.

"Please, Meritha, I can't live without my brother." Kili was aware that he sounded helpless, like some kind of child. But he was desperate, and tired, and now the shock was wearing away and the pain gnawed at him like a hound.

Meritha snorted and took his injured arm in her hands. "Let me tell you the story of the forest, dwarf, while I tend your arm." She glanced over at Thalin. "You should listen as well. I shall tell you all I know of Arahaelon, and the magic that dwells in this valley."

In the distance, the singing had faded to nothing more than a whisper, and the woman's voice dropped down to match it, low and husky as she told her tale. Long fingers slowly worked over Kili's arm, their touch unbelievably light.

"This valley was once a peaceful place, undiscovered by the world and happy to remain so. Those beings there, out in the wood, were dryads once. The first and only to ever live in Middle Earth. They were born of a kind of magic that was new to the world, and that was their downfall.

"An ancient spirit, whose origins remain unknown to me, came here, drawn by the dryad's magic. He was Arahaelon, and his desire was to completely control this forest. Why and to what end are unclear, for he seems mostly to care little for power. His only real purpose seems to be corrupting what is good. I have lived here, unmolested by him, for years. Therefore, he must not care to have every being in this vale as his servant."

"What about the bear?" Kili asked, dark eyebrows low over his eyes. "Are there other creatures like that?"

"All the animals that wander into this place become savage, mindless creatures who have an insatiable thirst for flesh and blood. Their lifespan is made unnaturally long, and the only way to kill them is to behead them or burn them."

Kili thought back to the trees, how they were neither dead nor alive. "The trees are the same way. They're still alive… but they're not."

Meritha raised an eyebrow. "I suppose it could be said that way."

"And the dryads…" The dwarf struggled to remember everything he had heard about the heretofore mythical creatures, "… are the spirits of trees."

"Yes." The woman was finished cleaning his wound, and now began to spread some ointment on it. Kili drew his arm back hastily, casting a suspicious glance at the thick green paste.

"Don't worry, I use this on all of my own wounds. And I don't even have any scars." Meritha held out her arms for his inspection. Indeed, no scars marked her fair skin. Nothing did.

Thalin felt the hairs on the back of neck stand on end. Her skin was white, pure, and utterly without blemish. To be sure, it was covered in grime, but other than that it was flawless. Despite her gaunt appearance, she showed no sign of age.

Could it be that Meritha stayed in this cursed place because it extended _her _life as well? If so, than what if she was in league with Arahaelon?

Deep suspicion rooted itself in the old dwarf's mind. Twice, the woman had refused to help Kili, and both times he had persuaded her. Meritha had given in quickly, what if this was a trap? What if the plan from the beginning had been to separate the dwarves?

While Thalin was becoming increasingly paranoid, Kili was letting Meritha smear the ointment on his wound. It tingled as it touched his skin, spreading warmth through his body. It had a light, minty scent to it, and the dwarf wondered where she had ever found something in this forest that wasn't poisonous.

After wrapping a bandage made of moss and a piece of Kili's cloak around his arm, Meritha stood up to leave. "Now, you should sleep. I'll arrange a bed for you in the house."

"Shouldn't someone keep watch?" Thalin asked, trying to mask the distrust that he was afraid would be obvious in his voice and face.

Stopping short, the woman regarded him coldly. "What is it you doubt, dwarf? Your safety here, or me?"

"We doubt nothing." Kili intervened, furrowing his brow at Thalin in displeasure. "Rather, we are used to appointing watches at night. That is all."

With one last dark look in Thalin's direction, Meritha left.

Once she was gone, Kili shot an irritated look at the older dwarf. "She only barely tolerates us now, don't go and vex her or she won't take us to find Fili tomorrow." He hissed.

"I'm sorry, laddie, but I just don't trust that woman." Thalin watched as Kili swayed back and forth a little as exhaustion began to take hold.

Through eyes that were only half open, Kili glared at Thalin darkly. "Why not? She's saved our lives at least twice."

"Just… keep an eye on her. I promised Thorin I'd look after the two of you and thus far I've done a poor job of it."

Smiling again, Kili clapped a hand on Thalin's shoulder. "Then I'll do it, if only to make sure you don't get in trouble with my uncle. Believe me, it isn't pleasant."

Thalin narrowed his eyes slyly. "Then make me a promise, lad."

"Anything." Kili replied without hesitation.

"Stay put tonight, and don't go looking for your brother by yourself."

"But that's not—I wasn't going—I'd never—" Kili's protests were interrupted by Thalin's soft chuckle.

"Of course you weren't going anywhere. Now, tonight I want you to sleep well. You won't do your brother any good if you can't stay awake tomorrow."

"What about keeping watch?" The younger dwarf asked, his mouth opening in a huge yawn.

"Don't worry yourself, lad. I'll do it."

Almost pitching forward into the dirt, Kili posed an important question. "But if _you _stay up all night, what good will _you _be in the morning?"

"I didn't almost have my arm chewed off by an undead bear." Thalin pointed out, eyes twinkling a bit.

"Fair enough." Was Kili's perfectly serious—and very sleepy—reply.

Meritha reappeared, dampening Thalin's good humor. "I've a place ready for you now."

Half-asleep by now, Kili swayed back and forth on the ground, unable to stand. Thalin gripped him by his uninjured arm and pulled him up. "Come on, Master Kili, best get you inside before you fall on your face."

In reply, Kili just gave him a dazed look.

Once they were settled down inside, Thalin propped himself up against the wall and stoked his pipe. Beside him, Kili had already drifted off. Outside, the night had come alive with sound; hoots, shrieks, and howls echoed in the distance, and the dryads continued their song.

Slowly the time passed, and Thalin's eyes grew heavier. He knew he must stay awake, he knew it; but in the end, he lost the battle and his eyelids slid shut. The old dwarf was soon fast asleep.

/

They were surrounded on all sides.

The dark creatures, their features obscure, had come out of the darkness with no warning. The three dwarves stood with their backs to each other, weapons in hand. In the middle of their circle, Belain had fallen to the ground and covered his ears, trying to shut out the deafening noise around them.

Fili, wielding both swords, tried to keep a level head on his shoulders. The chanting had reached a fever pitch, becoming a battle cry echoed by hundreds of voices in a wordless language. Brun and Gral were clutching their axes tightly, and Fili feared they would bolt.

"Stand your ground!" He commanded, trying to sound like Thorin.

Around them, the shadowy beings flickered and wavered like black flames, the group moving with such speed that Fili was hard-pressed to follow the movement of any given individual. Occasionally he would catch a glance of a face, pale grey and set with narrow, slanted eyes. Whatever these creatures were, they were almost human in appearance.

One of them swept towards him, hand outstretched. Long fingers ended in claws that were stained with blood grasped for his throat, and Fili swiped at it desperately. His sword passed through the arm and the limb dissipated like fog before slowly coming back together.

Backing off a little, the creature regarded him with what seemed to be amusement. _That can't be good,_ he thought.

Now that it was still, Fili was able to examine it a little closer. In form and figure it was like unto a maid, its skin a pale, luminescent grey. Blackness shrouded it like a cloak and covered its head like a cowl. The darkness around—clothing of some sort—took the shape of a sweeping robe, with intricate, branch-like designs on the shoulders that stuck out in a jagged pattern.

The song became louder, and the specters all came out once, baring their long, carnivorous teeth. The dwarves swung swords and axes wildly, trying to beat them back. Belain whimpered and curled into a ball.

No matter how hard they tried, the three dwarves couldn't keep the fearsome beings at bay. There were simply too many of them, and they couldn't be killed. _At least Kili is safe_, Fili thought, grimly clinging to that one shard of hope.

Brun and Gral had become like madmen, swinging their axes every which way in desperation. It was sheer luck that kept them from beheading one another in their fright.

A hand shot out of the chaos and latched onto the haft of Gral's axe, pulling it from his grip in one swift jerk. Another pair of hands reached for his throat, intent on ripping it out. On instinct, Gral grabbed his knife and slashed forward.

With a shriek of agony, the creature backed away. Along its forearms lay a deep cut that slowly oozed dark blood. For a moment, Gral was so shocked he just stood there and stared at his knife in surprise.

Hissing in anger, the creatures hung back, eying the silver blade distastefully. In the reprieve, Fili glanced over at Gral. "Don't let your guard down, stay wary!" He whispered urgently. Burying his own surprise at this turn of events, Fili edged closer to the other dwarves, making their circle tighter.

There was a moment of silence, then the attack was redoubled in intensity. Gral's knife flashed back and forth, the only weapon that could harm their assailants. The only thing that would keep them at bay.

But Gral was not fast enough. Strength was his ally, not speed. The creatures were too many, and Gral was losing ground. In desperation, Fili dropped one of his swords and pried the knife from the other dwarf's grip. Already exhausted, Fili knew he didn't stand much of a chance of keeping the enemy at bay for very long, but adrenaline might get him through. It had to.

Anger slowly worked its way through Fili's blood, causing his movements to become faster and the pain in his chest to ease somewhat. Coming into this bloody forest had been the stupidest decision he'd ever made. Leaving Kili behind had been stupid as well; nothing good ever came from the two of them taking separate paths.

This was a ridiculous, frustrating, _stupid _mess and Fili was determined that no matter what, he was going to make it out of this alive. No matter what, he'd keep fighting. As long as he could draw breath, he'd keep himself and his companions alive. Tomorrow, he'd ask more questions and get answers—no more riddles. But tonight he'd keep fighting.

Because he had no intention of getting himself—or anyone else—killed because of his own stupidity.

* * *

**A/N: As always, thanks to all of my lovely reviewers! Your responses have been truly heart-warming!**


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